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COMPANY POLICIES - CODE OF BUSINESS CONDUCT

CODE OF CONDUCT

FOR

MEMBERS OF THE BOARD

AND SENIOR MANAGEMENT

In terms of amended Clause 49 of the Listing Agreement with the Stock Exchange, the Board of Directors of Modipon Limited is required to lay down a Code of Conduct for its Members and Senior Management of the Company who are Members of the Core Management Team excluding Board of Directors i.e. All Chief Executives/All Vice Presidents/General Managers/Functional Heads.

The Board of Directors (the “Board”) of Modipon Limited has adopted the following Code of Conduct (the “Code”) for all Board Members and Senior Management of the Company. This Code is intended to focus the Board and each Member of the Board and Senior Management of the Company on areas of ethical risk; provide guidance to the Board to help them recognise and deal with ethical issues; provide mechanisms to report unethical conduct; and help foster a culture of honesty and accountability.

It is the policy of Modipon Limited to conduct its business responsibly, with integrity and with respect to the interests of all stakeholders. This Code requires compliance with the laws of the land and all other Countries in which the Company operate.

INTERPRETATION OF CODE

This Code aims to provide clear guidance in a number of key areas. Any question of interpretation under this Code will be handled by the Board or any person/committee authorised by the Board. The Board or any designated person/committee has the authority to waive compliance with this Code for any Director, Officer or Employee of the Company. The person-seeking waiver of this Code shall make full disclosure of the particular circumstances to the Board or the designated person/committee.

All Members of the Board and Senior Management of the Company must comply with the Code in letter and spirit.

RESPECT THE DIGNITY OF AN INDIVIDUAL

Modipon Limited values are based on inspiring and developing outstanding people. This will only be possible in an environment where we all respect the rights and dignity of all those around us. An environment where we create excitement and pride in work, promote teamwork, individual involvement and initiative.

CONFLICT OF INTEREST

Conflict of interest may exist when an obligation or situation resulting from an employee’s personal activities or the financial affairs may adversely influence judgement and performance in the execution of job responsibilities. Modipon Limited respects the rights of employees to privacy in their personal activities and financial affairs. However, the purpose of this Code is to provide guidance to employees in avoiding situations which are or may appear in conflict with their responsibility to act in the best interest of the Company at all times.

Members of the Board and Senior Management of the Company must avoid any conflicts of interest between them and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Board. A “conflict of interest” can occur when :

CONFIDENTIALITY

Members of the Board and Senior Management of the Company must maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, from whatever source, in their capacity as a Member of the Board and Senior Management, except when disclosure is authorised or legally mandated.

For purposes of this Code, “confidential information” includes all non-public information relating to the Company.

Members of the Board and Senior Management of the Company shall maintain the confidentiality of all price sensitive information. They shall not pass on such information to any person directly or indirectly by way of making a recommendation for the purchase or sale of security.

Need to know unpublished price sensitive information is to be handed on a “need to know” basis, i.e., unpublished price sensitive information should be disclosed only to those within the Company who need the information to discharge their duty and whose possession of such information will not give rise to a conflict or appearance of misuse of the information.

POLITICAL NON-ALIGNMENT

Members of the Board and Senior Management of the Company shall be committed to and support functioning of democratic constitution and system with a transparent and fair electoral system in India. The Company shall not offer or give any Company funds or property as donations, directly or indirectly, to any specific political party, candidate or campaign except as provided in the laws of the land.

COMPLIANCE WITH THE LAWS, RULES

AND REGULATIONS, FAIR DEALING

Members of the Board and Senior Management of the Company shall be duty bound to comply with the provisions of the Companies Act, Competition Act, Factories Act, Foreign Exchange Management Act, Customs & Excise Act, Income-tax Act, Sales-tax Act, SEBI Rules & Regulations and all other applicable laws, etc. and shall certify to the Board in the appropriate manner that they have complied with the provisions of all applicable laws. Members of the Board and Senior Management of the Company shall also ensure payment of all statutory dues, e.g. PF, ESI, FPF, SF, Income-tax and all other applicable statutory dues, etc.

Members of the Board and Senior Management of the Company must deal fairly and must oversee fair dealing by its employees, with the Company’s customers, suppliers, contractors, competitors and employees.

FINANCIAL REPORTING AND RECORDS

The Company and its Officers shall prepare and maintain Accounts of the Company’s business affairs fairly and accurately in accordance with the Accounting and Financial Reporting Standards which represent the generally accepted guidelines, principles, standards, laws and regulations of the Countries in which the Company conducts it business affairs.

Internal Accounting and Audit Procedures shall fairly and accurately reflect all the Company’s business transactions and disposition of assets. All required information shall be accessible to the Company’s Auditors and other authorised parties and Government Agencies. There shall be no wilful omissions of any Company transactions from the books and records, no advance income recognition, and no hidden bank account and funds.

Any wilful material misrepresentation of and/or misinformation on the Financial Accounts and reports shall be regarded as a violation of this Code, apart from inviting appropriate civil or criminal action under the relevant law.

All concerned should ensure, at all times, the integrity of data or information furnished to the Board, Financial Institutions, Government and the Public.

ENCOURAGING THE REPORTING OF
ANY ILLEGAL OR UNETHICAL BEHAVIOUR

Members of the Board and Senior Management of the Company should promote ethical behaviour and take steps to ensure that the Company :

COMPLIANCE STANDARDS

Members of the Board and Senior Management of the Company should communicate any suspected violations of this Code promptly to the Board or to such person(s) as may be authorised by the Board. Violations will be investigated by the Board or by person(s) designated by the Board, and appropriate action will be taken in the event of any violations of the Code.

WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code may be made by the Board and the same must be disclosed to the Company’s Shareholders.